By-Laws for the Scottish Collie Preservation SocietyA Registered Not for Profit Association

Article 1. Organization

1.The name of the Society shall be The Scottish Collie Preservation Society, or hereinafter, SCPS.2.The SCPS may change its name by gaining the approval of 90% of its Members in a formal secret ballot vote.3.The SCPS will follow Roberts’ Rules of Order in the case of any controversy over procedure.4.The dissolution, or takeover, of the SCPS shall require a unanimous vote in favor of such action by all Members and the Board of Directors and Officers.

This group intends to return the Scottish Collie to its original form, health, and vigor, with form fitted to its function of sheepherding by means of careful breeding, which provides for genetic diversity and selection of genetically-tested dogs and bitches resembling the dogs described in the earliest Standards of the breed.

The SCPS will endeavor to popularize this breed and help it regain favor with the public and with agricultural groups.

It is understood that achieving these ends is a process not a starting point. No dogs will perfectly fit the original Scottish Collie Standards, but by assessing the dogs critically against the amalgamated version of the three early Standards, we will be better able to choose mates whose strengths compensate for identified weaknesses. Each evaluated dog will receive a Score Card identifying strengths and weaknesses to assist the Owner/Breeder in selection of suitable mates for breeding.

The same is true of working to eliminate the most common of the genetically carried diseases to which the Collie is prone, such as CEA and MDR1. If a breeder has a dog or bitch which is Affected, and so is carrying two mutant genes for any of the Collie panel of diseases, he/she must make every effort possible to breed in such a way as to begin to breed away from these mutant genes by finding a mate whose genes can begin to correct the problem, thereby raising offspring to the level of unaffected, but Carrier, with the eventual goal being the elimination of these mutant genes from the Scottish Collie gene pool.

All dogs’ pedigrees will be kept and maintained by the SCPS, as well as records for: health, genetic testing, breeding, and litter registration of all eligible Scottish Collie puppies.

Records will be maintained in an online website database which may be viewed by the public. Entries will be the responsibility of the Registrar.

Admission of dogs to the registry will be based on evaluation and approval by a committee of three, including the Registrar, and appointed by the Board of Directors.

Evaluations will be based on a published list of criteria to include at least the following:

A similarity to old Scottish Collie type as described in the original 1885 to 1910 Standards.

Proof of at least beginning, and a commitment to, further genetic testing for all breeding dogs, or proof that the dog's genetic status is known and Clear by Parentage.

A Veterinarian's certificate of good health for each dog admitted.

Good temperament - not aggressive with either other dogs or people, although warning/alerting or guarding of his owner's property is acceptable.

It will highly desirable if herding instinct or working ability is known.

Dogs may be double- or triple- (Multiple-) registered with other collie, breed, or working collie registries.

All dogs evaluated for admission to the SCPS Registry will receive, in written form, a critique of their dog, noting strengths and weaknesses when compared to the SCPS Standard.

Evaluation will assist the Breeder/Owner in selecting a suitable mate strong in the areas in which their dog is weakest.

Genetic testing will be required to assist the Breeder/Owner to choose a mate whose genetic makeup will compensate for mutant genes in his own dog or bitch.

Genetic diversity must be considered in choosing a mate and Co-efficient of Inbreeding (COI) will be tracked within the pedigree database and be automatically published there.

Breeding to suitable mates within the Collie landrace, which will bring the breeder’s dogs’ offspring closer to the SCPS Standard, will be considered desirable. Males or females from the Collie landrace used for breeding are eligible for Registration through the same evaluation process as any other dog. Multiple registrations for any dog are not problematic.

Article 3. Membership

Membership in the SCPS shall be open to all Owners, Breeders, and any other concerned and dedicated Individuals who have an interest in the preservation of the traditional old working type of Scottish Collie as bred for sheep herding in the late 1800’s in Scotland, England, and Ireland, and from there exported to North America, South America, Europe, Australia, South Africa, and other countries too numerous to mention.

The Collie landrace is now found all over the world and has fostered the development of many newer Collie-based breeds. Our Members will be people keenly interested in, and dedicated to, preserving the classic type of useful collie: a Collie moderate in all physical attributes as outlined in the earliest Scottish Collie Standards of 1885 to 1910.

Members will have as their ultimate goal returning the Scottish Collie breed, as closely as is possible, to the type, character, and working ability of the early Collie of the Highlands of Scotland. The Scottish Collie of that era was so useful, and so beautiful, that it became the most easily recognizable breed of dog. It will be the job of our Members to return this historic breed to its former great temperament, its original functional form, its classic beauty, great health, and stamina, and its usefulness, so that the Scottish Collie can once again become North America’s favorite breed of dog.

Article 4. Meetings

The SCPS Annual Meeting ("Annual Meeting") will be held annually on a date, and at a time, and in a place decided upon by the Board of Directors at least two months prior to the Meeting date.

Every Member in good standing shall be invited to these Annual Meetings via email notification, unless otherwise previously arranged. In these few prearranged cases, postal notification may be used, if requested, in advance.

The Annual Meeting will be held at a predetermined venue, and provision will be made for electronic teleconferencing, or video conferencing, for Members unable to travel to the meeting. Because Members will be spread all over North America and possibly other locations around the world, efforts will be made to hold meetings in a location central to the greatest concentration of Members for the first three years.

If, subsequently, members decide that it would be helpful to vary the Annual Meeting location to give both eastern and western members a chance to attend more easily, that can be decided at the Annual Meeting by a simple majority vote.

For voting purposes at the Annual Meeting, a quorum shall be comprised of those Members in attendance, both those physically present, and those Members linked in by electronic conferencing methods.

Article 5. Voting

The election of Executive Officers will be carried out by the Board of Directors, with two Executive Officer positions up for election or re-election each year. If the incumbent is nominated to run again for his former position, he may do so as these By-Laws do not limit the number of terms a Director or Executive Officer may serve.

After three years, all positions will have been renewed through an election process.

A simple majority of votes cast shall decide all issues voted on, unless noted as exceptions within these SCPS By-Laws.

Election of Board of Directors shall be by an electronic balloting system as decided upon by the Board of Directors.

Election of Executive Officers and Board Members are to be held in the appropriate years, as identified by adherence to these same SCPS By-Laws, and will be held prior to the Annual Meeting to enable installation and swearing in of the newly-elected Executive Officers and Board Members at the Annual Meeting.

For all votes decided by ballot, rather than an electronic balloting system, the Board of Directors shall appoint, in advance, a committee of three members to count the ballots. This election committee of three shall, after counting the ballots, report the results of the vote in writing to the Board of Directors. The certification of the vote shall be included in the Minutes of the meeting.

If numbers are insufficient for a committee of three to be appointed, or if the voting is contracted to an electronic voting system, then one person from the membership shall be appointed, and shall assume these duties and responsibilities. No person standing for election may serve as Election Officer for that election process.

Article 6. Order of Business

Roll Call

Reading of the Minutes of the preceding meeting

Reports of Committees

Reports of Officers

Old business

Tabled business

New Business

Adjournment

Article 7. Board of Directors

The Board of Directors shall be comprised of its original five (5) Founding Members, all of whom will serve in the listed Executive Officers’ roles for the first three years after the SCPS begins its operation.

Prior to the first Annual Meeting, three (3) Members-at-Large will be elected to the Board of Directors, each for a three-year term, thereby bringing the total number for the Board of Directors to eight (8) members, inclusive of the Executive Officers.

Newly elected Board Members-at-Large must serve on the Board for one full year before being elected by the Board of Directors to fill an Executive Officer position.

In year two of operation, just prior to the fall Annual Meeting, one further Director will be elected from the membership at large to serve on the Board of Directors, bringing the Board to its full strength of nine (9) members.

Every subsequent year, prior to the Annual Meeting, three (3) positions on the Board will come up for election. One will be a Director of the SCPS Board at large, and two of these positions will be Executive Officer members. If Executive Officers are re-elected, the Board of Directors may vote to reinstate them in their former office; or if not re-elected, the Executive Officers will be replaced from the Directors who have already served at least one year on the SCPS Board and therefore have SCPS Board experience.

In each succeeding year, just prior to the Annual Meeting, there will be an election for three positions on the Board.

The Establishment of the 3-Year Rotational Election System

Each year following Year 3, from within the Board of Directors, two Executive Officer positions will be up for re-election, or replacement, each year on a 3-year cycle.

The 3-Year Rotational Election System will ensure that over the 3-year period, all Executive Officers will have either been replaced, or will have regained their Executive position through re-election by the Board of Directors at the rate of two Executive Officers per year standing for re-election to the Board of Directors.

No limit shall be set on the number of terms, which can be served as either an SCPS Board of Directors Member or as an Executive Officer.

Each year, one Board of Directors Member-at-Large will also stand for re-election, or else retire and be replaced by another duly-elected Board of Directors member.

The first six years will see some irregularities to this system as the SCPS Board of Directors 3-Year Rotational Election System is phased in.

The Board of Directors will set the election schedule during this interim period.

Key Points of the SCPS 3-Year Rotational Election System

Every Board Member will serve for a 3-year term

Each year, three more Board positions will be either re-elected or replaced by newly elected Board Members

This rotational method of electing Board Members will ensure that the Board will always retain two-thirds of its members who are experienced, and can therefore provide continuity for the organization

There will never be a full slate of new and inexperienced officers, as only one-third of the makeup of the slate of officers will be changed at any one time.

Executive Officer positions will be filled by people who have already served on the Board for at least one full year.

Each Board of Directors member will serve a 3-year term of office before he/she must stand for either re-election, or will retire from the SCPS Board

The 3-year term will apply regardless of the position held by the member of the Board of Directors

Possible Future Adjustments

Should membership grow to a high level so that the work level is too great to manage, several options shall be open to the Board of Directors to decide upon:

Size of the Board of Directors may be increased.

Officers’ positions may be allowed to expand, thereby dividing the work within each of the overloaded areas where further assistance is required.

If memberships become too numerous and cumbersome to manage in a timely fashion, then this work of database management may, with approval of the Board of Directors, be contracted out.

Evaluations of applicants shall still be a Registrar-led function, and the elected member Registrar shall retain responsibility for the integrity of the online pedigree database.

Founding Members shall serve as the first Board of Directors and also as the first Executive Officers.

Executive Officers of the Board of DirectorsPresidentVice-PresidentSecretaryTreasurerRegistrar and Database Manager (will manage admissions of dogs approved by the Registrar-led Evaluation Committee)Director of Marketing and Communications (to include Marketing, Facebook Page, Website)

At the end of the first 3-year term of SCPS operation, three Board of Directors terms of office will end. Nominations will be sought from all members for these three positions.

Any of the retiring Officers or Directors will be eligible and may stand for re-election with other nominated contenders. Elected Directors will each serve for a 3-year term. There will be no limit on the number of terms either Board of Directors or Executive Officers may serve.

Adjustments will need to be made to length of terms in the interim period of the first four years of operation in order to reach the 3-Year Rotational Election System plan as outlined. These initial length-of-term adjustments shall be at the discretion of the Founding Members/Board of Directors.

Article 8. Executive Officers

The initial Executive Officers of the SCPS shall be as follows:

PresidentVice-PresidentSecretaryRegistrarTreasurerDirector of Marketing and Communications

President

Shall preside at all Membership meetings

Shall be by virtue of the office, Chairperson of the Board of Directors

Shall present at each annual meeting an Annual Report of the work of the organization

Shall in concert with the Board of Directors and after a majority vote of the Board appoint all committees either temporary or permanent

Shall with the assistance of the Secretary and Treasurer and other Board of Directors ensure that all books, reports, and certificates as required by law are properly kept and filed

Shall be granted any such powers as might be reasonably construed as belonging to the Chief Executive Officer of an organization

Vice-President

The Vice-President shall, in the event of the absence of the President, or the inability of the President to continue with the duties of his office, assume full responsibility for all such duties, functions and responsibilities

Under such circumstances as described above the Vice-President shall become the Acting President with all the rights, privileges, duties, and powers, as if he had been duly elected

In such a case the Acting President shall continue in the role of President for the completion of the President’s term

Secretary

Shall set the agenda in cooperation with the Chairperson/President, other Board of Directors and members as need be, and post the agenda prior to meetings of either the Board of Directors, or Annual Meetings.

Shall record and keep the minutes and records of the SCPS in a form agreed upon by the Board of Directors

Shall be the official custodian of the records of the SCPS

Shall send all notices to Members

May be one of the Officers required to sign cheques or bank drafts

Shall present to the Board of Directors all communications addressed to and received by the Secretary

Shall by virtue of Office held be a Member of the Board of Directors

Shall be responsible for all correspondence of the SCPS and exercise all duties incidental to the Office Of Secretary

Treasurer

Shall have custody of and shall be solely responsible for all monies belonging to the organization

Shall deposit all funds in a regular business bank, Federal Credit Union, or trust company. Alternatively, subject to majority vote by the Board of Directors, these same remaining funds may be invested in such investments as shall be legal for a non-profit organization in the State of Pennsylvania

Must be one of the officers having signing authority for cheques and drafts

Expenditures over $500 must be authorized by a simple majority vote of the Board of Directors

Shall provide a written account of the finances of the SCPS at intervals to be decided by the Board of Directors and for the Annual General Membership Meeting. These financial reports shall become part of the minutes of the meeting and electronic copies shall be attached to the said Minutes

Shall exercise all duties incidental to the Office of Treasurer

Shall by virtue of this Office be a Member of the Board of Directors

Registrar

Shall be responsible for maintaining the integrity of the SCPS Registry

Shall be responsible for chairing the Evaluation Committee

Shall with the assistance of the Evaluation Committee register, or cause to be registered in the database, in a timely manner, all dogs who are successful in their application for admission to the Registry of the SCPS

Ensure that all records are complete and kept to a high standard of uniformity

Send, within thirty (30) days of the Application for admission, to all successful applicants, registration papers identifying their dog, or dogs, as Scottish Collies belonging to the Scottish Collie Preservation Society Registry. Unsuccessful applicants will also be notified within thirty days and be supplied with the critique of the evaluation committee and reasons why the dog did not qualify. Such decisions may be appealed one time only and within sixty days. Appeals will be reviewed by the Evaluation Committee, and in light of new information, or better pictures, or agreement to do genetic testing previously not committed to, the dog may be either accepted or denied entry.

Puppy Registration papers will be issued automatically to all puppies born of two SCPS Breeding Certified, Registered parents

Full Registration papers may also be issued to puppies resulting from a breeding between a Collie Landrace dog, or bitch, who for the most part fulfills the SCPS Standard, standards for health, and genetic testing, and who will bring genetic diversity to the preservation effort. These puppies must be at least nine months old before applying for evaluation and registration

Director of Marketing and Outreach

Shall work in cooperation with all Officers and Directors to plan the most effective means to inform the public of our stated Mission

Shall use digital communications and social media to promote the SCPS and its goals

Shall devise methods to popularize the classic Scottish Collie

Compensation

No Officer of the SCPS shall, for reason of holding that Office, be entitled to either salary or compensation; however, should any Officer or Board Member perform duties for the organization outside the realm of the duties of Office herein described, compensation may be paid to this Member by the SCPS.

Article 9. Salaries

The Board of Directors shall negotiate contracts and fix compensation to hire any and all of the following: employees, agents, corporations, and businesses which the Board of Directors deem necessary to conduct the business of the Scottish Collie Preservation Society.

Article 10. Registered Agent

If deemed necessary by the Board of Directors, a Lawyer or Service Organization, in the state chosen as headquarters for the SCPS non-profit organization, will be contracted to perform the function of a Registered Agent also known as a “Resident Agent” or “Statutory Agent”.

In return for the service of receiving and passing on legal Paperwork for SCPS to the President of the SCPS, the Treasurer will pay an annual fee to the Registered Agent as remuneration.

Article 11. Committees

All Committees of this organization shall be appointed by the Board of Directors by majority vote.

Their terms of office shall not exceed three years.

If the nature of the Committee’s business requires it to continue its work, it may continue, with the approval of a majority vote from the Board of Directors, for a further year.

Committee members may be reappointed to the same committee by majority vote of the Board of Directors.

Article 12. Dues

Membership dues will be fixed by a majority vote of the Board of Directors at least three months prior to the dues renewal deadline, which will be set for January 1.

Only Members in good standing are eligible to register their dogs. Members who do not pay dues will forfeit their ability to register their dogs. Puppies born during a year of lapsed membership will not receive puppy registration papers.

Only Members in good standing will be eligible to attend the Annual Meeting, to vote, to hold Office, or to serve on a Committee and receive information from the Board of Directors.

The SCPS will allow double- (or multiple-) registration of dogs with other registries. Members may also belong to multiple breed organizations.

Article 13. Amendments

These By-Laws may be amended, or added to by an affirmative vote of 80% of the votes cast at an Annual Meeting.

These By-Law amendments may not be designed or used to:

Dissolve the Scottish Collie Preservation Society (SCPS)

Alter the SCPS Standard or change other qualifying criteria

Change the purpose or direction of this organization

Make any changes that would affect the ability of this society to operate as intended by the Founding Members

Propose any change that would lead to an inability to function as intended by the Founding Members.

Article 14. Disciplinary Clause

The membership of any Member engaged in the following listed activities may be revoked by a two-thirds majority vote of the Board of Directors, including the Officers of the SCPS, who constitute the complete Board of the SCPS; the Member will henceforth be barred from membership in the SCPS for a period of at least one year. Members so barred may apply for readmission and, if approved by the Board of Directors, may be readmitted.

Members that are Barred from Membership

The Member thus disciplined will lose his/her ability to register dogs or puppies with the SCPS, although dogs already registered will remain in the pedigree database

Will be barred from attending any and all Meetings and also from voting in any elections held by the SCPS

Will not be eligible to hold any Office or serve on the Board of Directors or on any Committee within the SCPS organization

Will be barred from any and all functions of the SCPS

Offenses or Activities that May Result in Loss of Membership

Falsification of, or misrepresentation of, any documents or any pictures presented for evaluation to the Evaluation Committee, such that pictures sent are not pictures of the true dog being presented for evaluation and registration

Presenting any false information, such as intentionally incorrect pedigree information

Providing false records of any type, such as false genetic test results

Theft of information belonging to another Member, or his/her dogs

Misrepresentation of the goals and purposes of the Scottish Collie Preservation Society in order to bring the SCPS into ill repute

Slander or Libel against another Breeder or Member with intent to cause harm to that person, or to their business of breeding Scottish Collies

Failure to obey the Breeder Code of Ethics

By-Laws approved by the Founding Members through unanimous roll call vote on December 19, 2016.